0001156973-06-000774 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 5th, 2006 • Canargo Energy Corp • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of June 28, 2006, is made and entered into by and between CanArgo Energy Corporation, a Delaware corporation (“Company”) and the Purchaser listed on Schedule A attached hereto (collectively, the “Purchaser”).

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Subordinated Guaranty Agreement
Subordinated Guaranty Agreement • July 5th, 2006 • Canargo Energy Corp • Crude petroleum & natural gas

for the ratable benefit of the holders from time to time of the Notes (as defined below) (the “holders”). Capitalized terms used herein are defined in Section 16 hereof or in the Note Purchase Agreement referred to below.

CONVERSION AGREEMENT
Conversion Agreement • July 5th, 2006 • Canargo Energy Corp • Crude petroleum & natural gas • New York
CANARGO ENERGY CORPORATION US $10,000,000 12% Subordinated Convertible Guaranteed Notes due June 28, 2010 NOTE AND WARRANT PURCHASE AGREEMENT DATED JUNE 28, 2006
Waiver and Consent • July 5th, 2006 • Canargo Energy Corp • Crude petroleum & natural gas • New York

CanArgo Energy Corporation, a Delaware corporation (the “Company”), agrees with Persistency, a company incorporated in the Cayman Islands (“you” or the “Purchaser” or “Persistency” and together with any other Purchasers listed in the attached Schedule A collectively referred to herein as the “Purchasers", and including and referring to any and all subsequent holders of the Notes) as follows:

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